Road to Age of Ultron
by blackknight11757
Summary: [Amazing Spider-Man and Avengers Crossover] Takes place between Amazing Spider-Man 2 and Avengers Age of Ultron. Peter got recruited to join the Avengers.
1. Recruitment

**Recruitment**

Peter looks from the building to see the Rhino with it's mechanical head severed and sees Police and Damage Control coming. He then looks to see Aleksei being arrested again and people cheering for Spider-Man's return. He then sees something coming towards him. Something in red and gold, something metal.

"Hello there, Spider-Man. Good to have you back" Tony said

"OMG, you're, you're Iron Man" Peter said in excitment

"I see you know who I am, Peter" Tony said

"What, I don't know any Peters, I might have save one once" Peter said

"You can drop the act, we've had you on our radar since Fury tried to recruit you once" Tony said

"You know Fury" Peter said

"We know he wanted to recruit you to become an Avenger after the Lizard incident, which you turned down" Tony said

"I didn't feel like I was ready to join the team, still don't" Peter said.

"Because of what happened to Captain Stacy or to his daughter, Gwen. I heard about that too, I'm sorry" Tony said

"Thanks" Peter said

"I'm surprised you'd showed up to stop the Rhino, giving that you haven't been active in months. What changed" Tony said

"She did, she showed me who we are and to hold on to hope, and to move on" Peter said

"She must have been someone special" Tony said

"She was" Peter said

"There something that I want to talk to you about. You think we can do that without our hero suits on. Have you ever tried shawarma" Tony said.

"What's shawarma" Peter said

* * *

Later in the shawarma joint that the Avengers dine in after the Chitauri invasion the first time, Peter and Tony dine in to eat shawarma dressed in their casual clothing.

"MMM, this is not bad" Peter said

"Glad you'd like it, this place bring back memories" Tony said

"So what is it you want to talk to me about" Peter asked as he eats

"Okay, I'll get straight to the point. I like to offer you a job" Tony said

He stop eating and looked around to see everyone eating and not eavesdropping.

"As who" Peter said

"As Peter Parker of course, and as you know who" Tony said

"Okay, I think we're done, thanks for the meal" Peter said as he got up

"Hang on, hang on, just hear me out, if you don't like it you can still walk out. please" Tony said

He then sat back down and listen

"Okay, I'm listening" Peter said

"I want to give you a job working at Avengers tower as a Stark Industries intern" Tony said

"As an intern" Peter said

"Yeah, why are you so shocked" Tony said

"I'm not, but why me other than what we know both know" Peter asked

"I've read you file, one of Midtown's best and brightest, top grades, graduated second in class" Tony said

"That never gets old" Peter smiled

"Currently enrolled in Empire State University, working as a photographer for the Daily Bugle, I say you're overqualified" Tony said

"I'm glad you think highly of me, but I don't think this is meant for me. Thanks for the offer" Peter said

"Look kid, I know how you feel" Tony said

"I doubt that" Peter said

"Like you I've also turned down the chance to join the Avengers. I prefer to do everything alone too. One day I found out I was dying and ended up making mistakes and alienated everyone around me. It took some hard convincing to get me to accept help from others, then later I got to fight along side some of Earth's greatest heroes. Together we save the Earth from Loki and the Chitauri, though in all fairness I did fly a nuke through a portal and save the planet" Tony said

Peter see him smiling about that nuke story.

"The point is that I learn to work with others and things got better for me, It can for you too" Tony said

"What if I fail and I let the team down" Peter said

"Nothing is ever easy, Peter" Tony said

"What about school, I still need to work to pay to go" Peter said

"Don't worry, I got you covered. I'll help you pay for school. You have a opportunity to make a bigger difference here. If you accept, come to Avengers tower tomorrow for your internship. Like I said, It's up to you, meals on me" Tony said

"Thank, Mr. Stark" Peter said

"Mr. Stark was my father, just Tony" Tony said smiling

He paid for the meal as he walks out and got in his suit, he then flies away. Peter sits down to think about what Tony said. He see a card that Tony left on the table, he picks it up and hold it.

* * *

Peter went back home to talk to Aunt May about his internship.

"Hey Aunt May, can we talk" Peter said

Later he and May sat down to talk.

"You've got an internship, congratulation. I'm so proud of you" May said

She hugs Peter

"Thanks, though I don't know if I should take it" Peter said

"Why not, it's a great opportunity, you deserve it" May said

"It's complicated" Peter said.

"Peter, you can't spend your whole life grieving for Gwen. Remember that she interned at Oscorp and that she got accepted into Oxford" May said.

"I remembered, I was going to follow her before she died" Peter said

"I know. She had those opportunities and took them, you can too. I'm sure that she would want you to take them too" May said

Deep down he knew she was telling the truth and that Gwen would want him to take that opportunity. He turned down the offer to join the Avengers the first time, this time he should take it.

"You're right, I'm going to take the internship, I know that's what she would have wanted for me and it's also what I want too. Thank you for you words" Peter said

She hugged him and kissed his cheek

"Ben would be proud of you too" May said

They broke off the hug and got back to their businesses. He went to his room and laid down on his bed being ready to sleep for his internship tomorrow. For tomorrow will be a brand new day in his life as Peter Parker and as Spider-Man.

 _Note: RIP for Stan Lee, Co-creator of Spider-Man, as well as Iron Man, Thor, Hulk, and others._


	2. Meet the Avengers

**Meet the Avengers**

Peter is swinging in New York in his classic Spider-Man suit. He lands somewhere to change into normal attires, dressed in a blue hoodie wearing a black t-shirt and blue jeans. He walks outside Avengers tower and approaches the entrance. He got in to see a woman waiting for him.

"Peter Parker" Maria asked

"Yes" Peter said

"My name is Maria Hill, Stark told me you might stop by, this way please" Maria said

She led him to the elevator.

"JARVIS, take us to Stark's office floor" Maria said

"Yes, Ms. Hill" JARVIS said

"Peter Parker, meet JARVIS" Maria said.

"Oh, Hi JARVIS" Peter said

"Hello, Mr. Parker" JARVIS said

The elevator goes up until it reaches the floor. They walked out and to Tony's office.

"Stark, he's here" Maria said

"Thank you, Ms. Hill" Tony said

Peter came towards his desk.

"Thank you for coming, kid. I was beginning to have doubts that you wouldn't come" Tony said

Peter shook Tony hand

"I did, My Aunt May convinced me to take this opportunity to make something of myself" Peter said

"And she was right, you deserve this. You have great potential as a Peter Parker and as Spider-Man. Now straight to business, you'll be interning under Bruce Banner" Tony said.

"Bruce Banner, you mean the Hulk" Peter said nervously

"Don't worry, he's really nice and smart when he not all green and angry, once you get to know him" Tony said

"I guess I'll take your word for it" Peter said calmly

"Now for the paperwork, Once we get these sign, you'll be covered for everything except for dental. Just kidding, we do have dental" Tony joked

Peter smiled as he looks over the paperwork and signs.

"Okay, its official you now work here. Come on time to meet the rest of the family" Tony said

They enter the elevator.

"JARVIS, take us to the private floor, and give Parker full access to it" Tony said

"Yes Mr. Stark, uploading his data to the database" JARVIS said

"Now you have access to the private elevator to come and go as you please" Tony said

"Thanks" Peter said

The elevator stops as they all got out, Peter was shocked to see the inside of the floor.

"Whoa" Peter said

"I know, it's Christmas here" Tony said

"Hanukkah, you mean" Peter said

"Oh right, its Hanukkah" Tony said.

They walked in to see the Avengers relaxing and talking.

"Everyone, I'd like to introduce you to the newest member of the Avenger, Peter Parker also known as Spider-Man" Tony introduces

"He's Spider-Man, he's a kid, how old are you" Clint asked

"Nineteen" Peter said

"So you're saying that you've been Spider-Man since you've been seventeen years old" Bruce said

"Yeah" Peter said

"I'm Bruce Banner, you might have known me as the" Bruce said as he shook Peter's hand

"The Hulk, I know. I also heard you're one of the smartest people on the planet" Peter said

"Oh, Thanks" Bruce said

"I'm Thor, God of Thunder, so you're the Man of Spiders I've been hearing about" Thor said as he shook Peter's hand

"Spider-Man" Peter replied

"That's what I said, Man of Spiders" Thor said

"Just roll with it" Natasha said

"Okay" Peter said

"I'm Natasha Romanoff, the Black Widow" Natasha introduces herself

"Black Widow, I'm Spider-Man" Peter said

"Now we got two Spider impersonators" Clint said

"This is Clint Barton" Natasha said

"My friends call me Clint or Barton, everyone else calls me Hawkeye. I never miss, so don't forget that" Clint said

"Noted" Peter said

"So you're Spider-Man, I heard about you heroics, its impressive" Steve said

"You're, you're, you're Captain America" Peter said

"That's right, son, you can call me Steve" Steve said as he extends his hand

"I'm like a fan of your, your like my idol" Peter said as he shook Steve's hand

"I though I was your idol" Tony said

"Oh, you are" Peter said

"Where are you from, son" Steve said

"Queens" Peter said

"Brooklyn" Steve replied

After they're done with the introductions, they sat down to talk.

"I've heard about how you save this city from the Lizard when we weren't around, thank you" Steve said

"There's no need, it was my responsibility to stop him" Peter said

"Because you have powers" Bruce said

"That and I help create the Lizard" Peter said

Everyone was shocked at Peter's words.

"You created him, how" Bruce said

"I stumbled on to my dad's bag, it contained his research on cross-species. I found a formula that I gave to Dr. Connors, he wanted to use it to regrow his arm back" Peter said

"And did it" Bruce said

"Yes, but there were side effects. The lizard DNA regenerated his arm, but it also mutated his DNA. It made him more Lizard than human. It was only later I found out that Dr. Connors is the Lizard and that I created him. He wanted to make everyone like him, It became my responsibility to stop him" Peter said

"We know, you were able to spread an antidote to cure those who were turned into Lizard and save the city" Steve said

"Yes, but a good man lost his life" Peter said

"George Stacy, right" Tony said

"Yes, and I had to carry the scare of failure" Peter said

"Son, we all save as much lives as we can, but sometimes not everyone can be saved as much as we want to. You can't let that bring you down" Steve said

"The person I failed the most is the woman I loved, I promised her father that keep her out of this life and I failed him" Peter said with sadness

"What was her name" Natasha asked

"Gwen Stacy, she was going to leave for England to attend Oxford, and I was going to follow her. She helped me save the city from Electro, but she was killed by my best friend who wanted to hurt me. I tried to be fast to save her but I wasn't fast enough. She died in my arms, it was the biggest loss I felt and I quit being Spider-Man" Peter said

"I'm sorry, Peter" Steve said

"I'd spent everyday visiting her grave and grieving for her. I found a video of her graduation speech telling me to hold on to hope and that we would carry a piece of each other wherever we go, and that she would be with me in my heart. I was able to find the strength to move on and to go back to being the hero everyone need" Peter said

"She's right, the world does need you. You save a lot of lives on a daily basis more than any of us does. You're the kind of hero that this team needs and the kind the whole world need" Steve said

"Thank you" Peter said

"Welcome to the Avengers, Spider-Man" Steve said


	3. Bruce Banner

**Bruce Banner**

Bruce shows Peter around the lab he's going to be working at, Peter looks around to see how amazing it is.

"Wow, this is definitely better than the lab at Oscorp" Peter said

"You've interned there" Bruce said

"No, my girlfriend did, she was very brilliant, top of her class. She was more smarter than me" Peter said

"Well you're very smart too in my opinion, Tony thinks so too" Bruce said

"He does" Peter said

"Yes, he believes that you might become as smart as him or me, and I believe that too"

"Thanks" Peter said

Peter was shocked that two of the smartest people on the planet acknowledged his intellect.

"So you go to college, what do you major in" Bruce said

"Biochemistry" Peter said

"Really, that's a good subject, I've also major in that in college" Bruce said

"I though it was Nuclear Physics" Peter said

"It is, I took other subjects in college" Bruce said

"That's cool, I take other classes in other fields too" Peter said

"That's great, shall we get started

Peter and Bruce would start work. Peter would be working as his lab assistant and learning from him at the same time.

"I don't mean to pry but how did you get you powers" Bruce said

"Oh, well. You remember I told you about finding my dad's bag and his research" Peter said

"Your dad was a scientist, right" Bruce said

"Yeah, I was curious about him and I found picture of him and Dr. Connors, I went to Oscorp to see him. I bump into someone with a file that is related to my father's work. I followed him to a restricted room. I got in and found the spiders my dad created, one of the spider manage to get on me. It bit me and next thing I know I became different. The spider passed its traits to me, making me stronger, faster, and can cling onto walls or other things" Peter said

"Wow, so the spiders weren't ordinary" Bruce said

"My dad wanted to use the venom to make a cure, but instead it created me. What about you, how did you become all big and green" Peter said

"Well that's a long story, you want to know" Bruce said

"Yeah" Peter said

"You know about Captain America and how he was created" Bruce said

"Yeah, the super soldier serum" Peter said

"So you do know about that, we'll I manage to recreate it without realizing it. It was suppose to be a project on radiation resistance on a human. I decided to test it on myself and used gamma radiation, that's when it all went wrong. I turned into something else, something big and dangerous" Bruce said

"Dangerous" Peter said

"Whenever I transform, he's in control. Right now I am me and when I get angry he takes over" Bruce said

"Like Dr. Jekyll and Mr. Hyde" Peter said

"Yeah, like Dr. Jekyll and Mr. Hyde. Anyway, I had to spend years on the run from those who want to exploit the Hulk for other purposes. One day, Nat came to see me and as me to help find the Tesseract that Loki stole. When the invasion came, I let the Hulk out to aid the Avengers to save the planet. Afterwards I was free from running away and getting my life back. Now I just work here whenever the Hulk isn't needed" Bruce said

"Wow, that must have been hard for you" Peter said

"What was hard" Tony said

"Tony, I didn't see you coming" Bruce said

"I wanted to see how you two are doing, what were you talking about" Tony said

"I was asking him how he became Spider-Man and he asked about the Hulk" Bruce said

"Yeah. Uh, should I be worried if he comes out and sees me as a threat" Peter said

"Don't worry, I'm sure he'll see you as a friend instead as an enemy" Bruce said

"Oh good, I don't have worry about him grinding my bones to make his bread" Peter said

Tony and Bruce laughed at what Peter said about the Hulk.

"Did you just refer to the Hulk as Shrek" Tony said giggling

"You'll be fine, besides he's a vegetarian. Just don't get on his bad side" Bruce said

"Noted" Peter said


	4. Steve Rogers

**Steve Rogers**

Everyone is exercising, Peter is all dressed in his black t shirt wearing gray sweatpants, watching everyone working out. Later he and everyone see Steve sparring with Natasha in combat. She executes a kick only for him to block, he then grabs and pulls her down on the ground and pins her. He then got off to let her stand up.

"Not bad Nat, your footwork sure can use some improvement" Steve said

"I was holding back, If I wasn't you'd be on the floor instead of me" Nat said with a smile

"Then don't hold back next time, anyone want to spar" Steve said

"Why don't we see what the kid can do" Nat said

"Me" Peter said

"Yeah you, come" Nat said

Peter approaches the mat and faces towards Steve. Nat went to stand with the others watching.

"Okay, now what" Peter asked

"Now you're going to throw me a punch" Steve said

"What, I'm not going to hit you" Peter said

"It's alright, I took a hit from Loki, I can handle a hit from you' Steve said

"Okay" Peter said

Nat and Clint are watching and whispering.

"What do you think" Nat said

"Caps got this, he'll take him down easy" Clint whispered

"I can hear you guys" Peter said

They were surprised that Peter could hear them whispering, must be the super hearing. He executes a straight punch only for Steve to dodge and grab his wrists. He then flips Peter over and lands on the mat.

"Ow" Peter said

"Try again" Steve said

He got up on his feet, He then executes a punch only for Steve to block, he then executes another punch only to be block then Steve executes a push kick. Peter got kicked and fell on the floor.

"Have you every been in a fight before you had your powers" Steve asked

"Of course I have, I just always end up losing all the time" Peter replied

"Yeah, I've been there" Steve remembering his time being frail and losing in a fight.

"I usually work better with my web shooters, just like you do with your shield" Peter said

"Your web shooters and my shield are only tools, you need to train to improve your fighting style. I've seen the videos of you in combat, you mostly use your web shooters to neutralize your opponents, you hardy punch and kick in your fights. Your powers can only get you so far, but you must learn to master techniques with your powers, otherwise you'll end up dead" Steve said

"I see, It never occurred to me to learn to fight better with my powers. The lizard overpowered me and destroyed my web shooters, if only I had the time to learn how to fight, I could have save Gwen's dad" Peter said

"You could have, but you have a chance to learn and I'm going to train you" Steve said

"Really" Peter said

"I want to keep you alive as possible, training you to fight is the only way" Steve said

"Thank you, I won't let you down" Peter said

"We'll see" Steve said

* * *

Over the next few days, Steve would begin train Peter in martial arts. He teach Peter Boxing. He would be holding the punching bag while Peter punches it.

"Use you hips when you punch" Steve said

He listen to his advice, he used his hips when punching. He hit the punching back hard, make Steve flinch.

"Very good, son" Steve said

Next day, he trains him in Muay Thai to use his elbows and knees to strike. Steve uses his knees to strike the punching bag. Peter then follows and strike the bag.

Other day, Peter would learn Wing Chun, he would be executing punches while Steve shows him how to block. Using his arms to divert his punches. He would then trade places and let Peter block his punches. Peter was able to block successfully thanks to his spider sense predicting his moves.

Now he would train Peter in Judo, teaching him to grapple and throw his opponents down. Steve would then throw a punch, Peter then grabs his fist and throws him down.

"Not bad, son. You're improving" Steve said

"Thanks, I learn from the best" Peter said

"With time and training, you'll become the best. Let take a brake" Steve said

They sat down and have a drink of water. Steve then looks at Peter and see sadness in his eyes.

"What's wrong, son" Steve ask being concerned

"I wish I learned all this stuff earlier, I could have saved the people I failed' Peter said

"I know how you feel, I wished I could have saved Bucky" Steve said

"Bucky" Peter said

"He's my best friend, we fought together in the war. We were on a mission to capture Zola until we ran into trouble. I was pushed back hard by HYDRA's weapon, then Bucky stepped in to save me. He got pushed out and was hanging on, I tried to save him and he fell" Steve said

"I'm sorry" Peter said

"I pretty much blamed myself for failing him. He was presumed death until a few months ago I found out he survived. He was turned into a weapon for HYDRA, made him kill people over the years. I want to find him to help him break free from the shackles HYDRA has him on" Steve said

"I'm sure you will" Peter said

"Thank you, now let get back to training, tomorrow I'll be teaching you Taekwondo" Steve said

"Sound great" Peter said

They position themselves on the mat.

"Ready" Steve asked

"Sure thing, Chuck Norris" Peter called him

"Who" Steve asked

"Oh right, he's a actor and a martial artist. Stars in action films, I forgot you never heard of him" Peter said as Steve pulls out his little book

"I'll put it on the list" Steve as he writes and puts away.

They got back to training in Judo. Cap believes that Peter would be a great fighter.


	5. Thor Odinson

**Thor Odinson**

Peter is with Dr. Banner and Tony Stark at the lab working on the project called Veronica.

"Are you sure this is necessary" Peter said

"It's only a precaution in case the Hulk goes rogue" Bruce said

"And I though I had nothing to worry about with the Hulk" Peter said

"Well if does, he usually goes after those he doesn't recognize, mainly you" Tony said

Peter became nervous at what Tony said.

"Don't try to scare the kid, Tony" Bruce said

"I'm just saying" Tony said

"Hey Peter, why don't you take a break. We got this" Bruce said

"You sure" Peter said

"Yeah" Bruce said

"Thanks, Doc" Peter said

Peter walks out to the kitchen to see Thor eating Pop Tarts. He grabs a mug and pours coffee.

"Hello, Richardson" Thor said

"Richardson" Peter said

"You're the son of Richard, are you not" Thor said

"Yeah, but you can call me Peter or Parker" Peter said

"Very well, Parker. Come sit" Thor said

Peter sat down and drinks coffee.

"I hear that you went up against this man of electricity" Thor asked

"Electro" Peter said

"Is that he is called" Thor said

"Yeah, he wanted to siphon off all the city's power and calls himself a god. Guess he just didn't meet the God of Thunder" Peter said

"I'm glad that you corrected him, Parker" Thor said

"Thanks" Peter said

"You know you remind me off my brother" Thor said

"Your brother" Peter said

"Loki" Thor said

"Loki as in the god of mischief who invaded New York years ago, he's your brother" Peter said

"Adopted" Thor said

"Oh, so am I" Peter said

"Really" Thor said

"Aunt and Uncle, right now just my aunt. Why do you think I remind you of him" Peter said

"My brother would always make mischievous comments like yourself" Thor said

"Yeah, but I didn't go around terrorizing innocent people and tried to conquer the Earth" Peter said

"True, but I see that you use your mischiefs to mask your pain like he does" Thor said

"What do you mean" Peter asked

"On the outside you appear as a jester, but inside your hurt" Thor said

"I see. Was Loki like that" Peter said

"I think that he would pretend not to care about anything and hides how really feels" Thor said

"And how does he feel" Peter asked

"Jealous, envious, and lonely. When he found out the truth about himself, It really hit him hard" Thor said

"The truth" Peter asked

"He's a frost giant, my father found him and took him in. He became my brother despite not being my blood" Thor said

"My Aunt May was like a mother to me, she would take care me whenever I got sick or need a shoulder to cry on. In some ways, I'm lucky to have her" Peter said

"That's good, family is important. Never forget that and cherish what you have" Thor said

"I will, thank you" Peter said

"Of course. I'm still feeling hungry, is there anything to eat" Thor asked

"I'm not sure, but we can try get some pizza" Peter said

"Sound great, you know where to get some good pizza, Parker" Thor said

"I know a place, I use to work there as a delivery boy" Peter said

"Really" Thor asked

"Needed to work two jobs, well until I was fired" Peter replied

"Oh" Thor said

"I'll make the call" Peter said

Peter would then call for a order of pizzas to be deliver at the tower. Later he and Thor would sit down to eat pizza. He was surprised how much Thor can eat. Later Tony and Bruce would join them to eat pizza. They all dine in and eat.


	6. Tony Stark

**Tony Stark**

Peter would aide Tony in building the Hulkbuster armor. Tony would then show him to the room where the Arc reactor is. Peter enter to see it.

"Whoa, the Arc reactor" Peter said

"Yep, not a lot of people to see one in person" Tony said

"This definitely beats the power grid used by Oscorp" Peter said

"Agreed, This tech saved my life back when I had shrapnels in my chest, it also became the lifeblood to my armor" Tony said

"So why did you bring me here" Peter said

"I want you to study it, because we're going to build some for the Hulkbuster" Tony said

"You want me to build some, but isn't it your secret to keep" Peter said

"I may not be around in this life, I want to make sure that you can carry on when I not here" Tony said

"What do you mean" Peter said

"I'll tell you later, right now let's get started" Tony said

Peter would walk around to study the Arc reactor and how it works. Once he got a clear understanding, Tony would give him some tools and components to work with. He was able to get designs right. Once he is finished complete it, he gave it power and it turns on. It became self subsisting and Tony became impressed.

"Well I'll be" Tony impressed

"Glad you're pleased" Peter said

"Well lets make the others" Tony sat down and got to work.

They made the other arc reactors, they then built it in the Hulkbuster armor. When they finished, they sat down to relax.

"Not bad, this is a great armor, this will definitely go toe to toe with the Hulk" Peter said

"Yeah, speaking of attires. Can I see your suit" Tony asked

Peter got his backpack and give it to Tony. He pulls it out and see it

"Really, you wear spandex" Tony asked

"Well, forgive me if I don't have billions of dollars at my disposal. I had to work with what I can get" Peter replied

"Its alright, when I was in the cave I had to build my arc reactor with a box of scarps. You know you need an upgrade, your web shooters too. I think I can whip up something" Tony said

"That be great" Peter smiled

"I'm glad. So are you in a relationship" Tony asked

"UH, what" Peter replied

"Are you seeing anyone" Tony asked

"No" Peter said

"No, what's wrong with you" Tony asked

"Nothing, I just don't have time to be in a relationship" Peter said

"Kid, you don't know what you're missing. I mean your single and might experience some things" Tony said

"Like what" Peter asked

"Things between a man and woman, you know grown up thing" Tony said and Peter gets the idea what he is talking about.

"Okay, I don't think we should be talking about this" Peter said

"Talking about what" Clint came in with Thor, Steve, and Natasha.

"Great" Peter said embarrassed

"We were just have the talk about what happens between a man and a woman, private stuff" Tony said

"I don't think you should pry, Tony" Steve said

"C'mon, he could use some advice" Tony said

"Well I know all too well about the pleasures of the flesh, Parker. When two beings have such strong feelings, they tend to" Thor said until he got cut off by Peter's words.

"Okay" Peter smiled "This not necessary, I know firsthand about what happens"

"Firsthand" Tony said until he became shocked and covers his mouth with his hand "Are you saying that you and Gwen"

"Uh, you know I think Bruce might need my help. I should probably go and help" Peter said

"Of course" Steve said

Peter walked out embarrassed as everyone is shocked about what they heard about Peter.

"Wow, looks like the Midtown Wallflower was deflowered" Tony said

"I thought the closes he got was second base" Clint said

"Second base, like baseball" Steve asked

"Don't asked" Natasha replied

Tony then smiles about what he heard. He then walks back to the lab and works on another project, something for Spider-Man.


	7. Natasha Romanoff

**Natasha Romanoff**

Peter is all dressed in his black t-shirt and gray sweatpants while Natasha is dressed in white tank top and blue sweatpants. Like Steve, she would train Peter in martial arts. Today's lesson is about Sambo, a Russian martial art she learned and decide to teach it to Peter.

"You ready" Natasha asked

"Sure thing" Peter replied as he extends his arm out.

She grips his wrists, then she jumps and wraps her legs arounds his neck, and she rolls him down. She then lets go and lets him stand.

"You okay" Natasha asked

"Yeah, I'm fine" Peter replied

"Okay, your turn" Natasha said

She extends her arm. Peter remembers what she taught him. He tries to be careful not to over do it with his strength as to not to hurt her. He grips her wrists and wraps his legs around her neck, He then rolls down and pins her. He then lets her go and they both stand up.

"Was that okay, I hoped I didn't hurt you" Peter asked

"Don't worry, you didn't. Let try again" Natasha as they got back into position.

She wraps her legs around his and her arms around his head. She pulls him down and rolls over. Peter could feel his head buried between her chest. He taps on her shoulder for air.

"I can't breathe" Peter mumbling

"Sorry" Natasha as she got off and Peter was blushing from the sensation of her chest, she sees him and responded with "and yes they're real in case you are wondering".

"I, I wasn't, could you like not tell anyone about this" Peter feeling embarrassed.

"Sure, let take a break" Natasha smiled and giggled at his words.

They both went to get a drink of water. They then got to talking.

"You know I surprise that there's a hero that started out at a young age" Natasha asked

"Well I didn't care about being a hero at first when I got my powers, Its a long story" Peter replied as Natasha pulls out her phone and shows it to Peter.

"Is he the reason why you became Spider-Man" Natasha asked him showing a picture of the man who shot uncle Ben. It brought back some painful memories for him of that night.

"He's the man that killed my uncle Ben, the one I could have stopped" Peter said with sadness in his eyes.

"I'm sure you could have" Natasha replied

"No, I really could have but chose not to" Peter said

"What do you mean" Natasha asked

"I was there, I was arguing with Ben that night, I went out and stopped by the store. The man came and stole when the cashier wasn't looking, I chose not to do anything and ignored my responsibilities. I let him go and he ran into Ben, the man was armed and Ben tried to stop him, but the gun went off and he was shot. I heard the gunshot and went to see my uncle shot and bleeding on the sidewalk, he died in front of me" Peter said with guilt in his eyes.

"I'm sorry" Natasha said sincerely

"If I only stopped him, he would be here" Peter said

"I seen the reports on your first activities as Spider-Man, you rounded up criminals that resembled the man that killed you uncle. What were you going to do if you ever did find him" Natasha asked looking at Peter. He remained silent to her not know what to say.

"Listen to me, your lucky that you didn't have any blood on you hands. Taking a life is a terrible burden to carry, even for someone as young as you. I have my share of guilt and most days I can barely sleep without thinking about the lives I've taken" Natasha offering him words of wisdom about killing.

"I don't know if I was able to take any live no matter who or what they done. I think that Ben or Gwen wouldn't want to be remembered like that" Peter agreeing with what Natasha said.

"That's great, that makes you a greater hero than me or any of us" Natasha complimenting him

"Thanks, Natasha" Peter said

"Call me Nat, my friends do" Natasha acknowledges him as a friend of her

"Okay, Nat" Peter said

"Alright, break time is over, let's get back to training" Natasha said as they both got up.

They got back to training. Peter remembers to take her words of wisdom to heart.


	8. Clint Barton

**Clint Barton**

Peter was on the controls flying with Clint instructing him.

"Come kid, you got to maintain your altitude" Clint instructed him

"I'm trying, could you not yell" Peter replied

He felt the controls shaking and sees a mountain closing in.

"Pull up, pull up" Clint yelled

"Ahh" Peter yelled

He felt a crash and screen went all black.

"Simulation failed" JARVIS told them as Peter got off the seat and walked away.

"What happened out there, I told you to pull up" Clint asked

"I'm sorry, I just couldn't focus with your yelling" Peter replied

"Kid, this is part of your training. You know how to drive don't you" Clint asked

"Yeah, but I don't know how to pilot a plane" Peter replied

"It's a quinjet, and the points is that you need to learn how to fly as part of your survival training. Cap was able to learn to fly and so did Stark" Clint said

"I didn't know that, I'll try again" Peter said

"Another time, for now lets test your marksman skills" Clint said as they walked away towards the target range. Clint grabs his quiver and his bow. Peter straps on his web shooters.

"Ready" Clint position himself

"Ready" Peter replied

They then see targets moving. Clint draws his arrow out, aims and shoots. He hits the target and draw another arrow to shoot another targets, he draws and shoots again. Peter sees that he doesn't miss. Peter webs up his target and hits, he then switch to another target and hit it. They both continue to shoot until they ran out of target to shoot at. Clint was surprised that Peter was able to aim so well.

"Not bad, webhead" Clint joked

"You too, Merida" Peter joked back

"Okay wise guy, lets take a break" Clint said

They sat down on the couch to relax and talk.

"I'm surprised that you can aim so well, kid" Clint asked

"My senses are heightened, I can see from a distance which helps with my marksmanship" Peter said

"Well, I've been practicing shooting since you were in diapers, kid. If I go up against you, you'll get shot and land on the ground" Clint said

"I don't know, I'm as evasive as a leprechaun" Peter replied

"Are you Irish or what" Clint asked

"From my mother side" Peter replied

"I see. I've been wondering, is there a chance that you and Tony are related" Clint wonder

"What do you mean" Peter asked

"I don't know, I see you and you look like a young Tony Stark. Illegitimate son or distant cousin perhaps" Clint asked

"Possibly, is not like he invites me for Thanksgiving or Christmas" Peter said

"Right" Clint replied

Natasha walks in to see them talking.

"How is he doing, Clint" Nat asked

"His aim is not bad, though his piloting still needs work" Clint said to Nat

"Well maybe I can do better if you don't pressure me" Peter replied

"Well maybe you can do better if you listened" Clint said back

Natasha sees them arguing like a couple of teenagers.

"Alright, easy you two. Clint, try to be patent with him, alright" Nat said

"Okay" Clint replied

"Thanks, Nat" Peter called her Nat and Clint hears

"You're welcome" Nat said as she walks away.

"Nat" Clint asked Peter

"Yeah, she lets me call her Nat" Peter replied

"Really, then I guess she think of you as a friend of her. Lets get back to target practice, the one with less shoots buys pizza" Clint challenges Peter.

"You're on" Peter accepts the challenge.

"Prepare to lose, Pizza Boy" Clint jokes.


	9. First Mission

**First Mission**

Months have passed by since Peter joined the Avengers, he is now 20 years old. Peter and Steve are on the mat all dressed in their uniforms. Peter has spent months training and has improved his fighting style. Everyone looks as the match begins.

"Are you ready" Steve asked holding his shield.

"I'm as ready as I'll ever be" Peter replied with both web shooters armed and ready.

"Alright, go" Steve throws his shield at him.

Peter ran and was able to jump over it. He then web sling up and executes a kick. Cap was able to roll out of the way and reaches for the shield as it bounces back to him. Peter is over Steve as he drops down for a kick, Cap blocks it with his shield. He pushes Peter back with his shield and Peter was able to land on his feet.

"Not bad" Steve replied

"You're being to kind, I was hoping that you weren't holding back" Peter hoped

"Fine, then I won't holding back" Steve throw his shield.

Peter dodges it and webs the shield, he then swings it back at Steve. He was able to catch it but was surprised how much force was put into it, much stronger than the Winter Soldier's throw. Peter executes a kick only to be blocked by the shield, he then does a sweep kick and got Steve off his footing. He webs the shield down on the mat, Steve struggle to free the shield out from the webbing but its too strong even for him. Peter does a axe kick forcing Steve to ditch the shield. He frees his arm from his shield and dodged Peter's attack. He then got up on his feet.

"Look like you're disarmed, Cap" Peter said

Peter throws a punch only for his wrists to be caught, he then throws another punch which is then caught too. Steve then does a push kick, kicked Peter back as hard as he could. Peter got up and tries to web up Cap only to find that his web shooters are gone. He see Cap holding them in his hands.

"Look like you're disarmed too, son. Now we have no weapons, its a even fight" Steve smiled as he tossed them aside.

Both are going to have to use their hands and feet now. Peter throw some kicks which Steve blocks with his arms. He then does a sweep kick, Peter jumps over. Steve see Peter in the air, he then tackles him with his shoulder. Peter fell down, he then got back up as Steve throws a punch. He grabs his wrist, jumps up and wraps his legs around Steve's neck, he then rolls and flips him down on the mat. Natasha smiles as she sees Peter using the moves she taught him. Tony remembers Nat using that move on Happy once. Peter throw a punch at Steve's face only to be stop as it reached his face. Steve then see Peter breaks off his fist and extends his hands, he took it.

"Not bad, son. You've come so far in these past month" Steve smiles as he grabs his hand, Peter pulls him up and got on his feet.

"Thanks to you, all of you" Peter gives his thanks to the team.

Maria came down to see the team.

"Listen up everyone, we have a mission" Maria said to the team.

They all followed Maria for a briefing on the mission they're about to take. Peter felt nervous as it could be his first Avengers mission.

"My sources was able to locate this weapon of power, I'm sure you all recognized it" Maria shows them.

They see the imagine of the scepter that belong to Loki.

"Odin's beard, that's Loki scepter" Thor shocked

"It's been missing ever since S.H.I.E.L.D collapsed, be we have its location" Maria said

"Where" Tony asked

"Sokovia, its in the hands of HYDRA led by Baron Wolfgang von Strucker" Maria answered

"What can we expect" Natasha asked

"There's a fortress surrounded by an army armed with high tech weaponry near a city full of people, it's going to take the whole team to storm the base. Your mission is simple, storm the base, retrieve the scepter, and arrest Strucker if possible" Maria tells the whole team.

"Understood, alright suit up" Steve ordered

"Kid, if you're going to fight beside us, you're going to have to ditch the spandex and dress in style" Tony as he pulled out a case and gave it to Peter.

He opens it to see a brand new suit. It's in bright red and blue with Avengers badge on both it shoulder with new web shooters and enhance visors.

 _Note: Its the MCU suit with the Amazing Spider-Man symbol on it._

"Well, do you like it" Tony asked

"I love it" Peter loves his new suit

"Then suit up" Tony said

Peter is in the locker room, putting away his old suit and dressing up in his new suit. He got it on and it didn't felt like spandex. He then see a manual on his visor display about his web shooter. the new cartridge has a large web capacity enabling longing webbing usage. It came equipped with web grenade, taser webs, and other features. Peter is all dressed up and looks himself in the mirror at the new and improved Spider-Man.

"Wow, I must have gone from the Amazing Spider-Man to the Avenging Spider-Man" Peter describing himself

"If you're done looking yourself in the mirror, could we get going" Clint all dressed up in his gear.

Everyone boarded the Quinjet, Clint took the controls and flies off the tower. Steve sees Peter all nervous about his first mission with the team.

"Are you alright" Steve asked concerned

"Yeah, I'm just a little nervous, I mean this is my first time fight beside you guys" Peter replied

"Well none of use were a team at first, we had difficulties working together but we eventually did and we became a great team. Just follows orders, do your part and you'll do fine" Steve with his hand on Peter's shoulder.

"I understand, thanks Cap" Peter feeling much better.

The Quinjet continues to fly towards Sokovia to take down HYDRA and retrieve the scepter. Peter will try to make sure he doesn't fail them.

 _To be continued in Avengers: Age of Ultron (AU)_

 _Note: It could be a while before I get back to typing, so I appreciate if you can be patient and I'll try to get back to typing the New Story, and Happy Thanksgiving._


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